


Spider-Man: Tormented

by d0d0bird



Series: Marvel: Tales to Tantalize! [25]
Category: Marvel, Spider-Man - All Media Types, Venom (Comics)
Genre: Angst, BAMF Jessica Jones, BAMF Peter Parker, Beating, Big Sister Bobbi Morse, Big Sister Jessica Jones, Bisexual Jessica Jones, Bondage, Bully Flash Thompson, Bullying, Burning, College Student Peter Parker, Dubious Consent, Emasculation, Embarrassed Peter Parker, Embarrassment, Evil Maria Hill, Evil Venom Symbiote, Fire, Flash Thompson Being A Jerk, Flash Thompson Bullies Peter Parker, Flash Thompson Redemption, Guidance Counselor Malcolm Ducasse, Guys Crying, HBIC Liz Allan, Humiliation, Hurt Peter Parker, Hurt/Comfort, Insecure Peter Parker, Its Not a Literal Adoption But Still, Jessica Jones Adopts Peter Parker, Light Bondage, M/M, Messy, Mind Control, Non-Consensual Bondage, Non-Sexual Bondage, Nudity, Only bad guys die, POV Flash Thompson, POV Peter Parker, Partner Betrayal, Peter Parker Gets a Hug, Peter Parker Needs a Hug, Peter Parker is a Damsel in Distress, Peter Parker-centric, Poor Peter Parker, Possession, Possessive Venom Symbiote, Precious Peter Parker, Protective Jessica Jones, Protective Peter Parker, Public Humiliation, Redemption, Rejection, Ridicule, Sex, Shame, Situational Humiliation, Size Differencce, Social Humiliation, Teasing, Verbal Abuse, Verbal Humiliation, gagged, muddy, wedgie, wedgies
Language: English
Status: Completed
Published: 2020-03-08
Updated: 2020-03-08
Packaged: 2021-02-28 18:20:13
Rating: Explicit
Warnings: Major Character Death
Chapters: 1
Words: 12,306
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23071579
Author URL: https://archiveofourown.org/users/d0d0bird/pseuds/d0d0bird
Summary: Peter felt his mouth fill with the rotten, sticky black substance that crawled off Venom’s hand. It crawled into his mouth until it was completely full. The edges of the black substance began to latch onto Peter’s face and clung to it, holding his mouth shut with the slime inside.Venom grabbed one of Peter’s wrists. A black web crawled off Venom’s arm again and wrapped around Peter’s wrist before launching up to the ceiling and connecting to it, leaving a strand of web holding Peter’s hand to the ceiling. Venom did the same with the other wrist. Peter felt both web strands tighten and shorten until he was completely strung up by his arms, hanging helplessly in front of Venom. He grunted and tensed his arms, but couldn’t do anything to escape. He looked on with terror as the symbiote peeled away from Venom’s head and revealed Flash’s face one last time.“You never understood, Parker,” he said, “but now I think you do. I’m better than you. You havenothingover me. Now you’re going to die knowing that.”
Relationships: Flash Thompson/Peter Parker, Liz Allen/Flash Thompson, Minor Jessica Jones/Bobbi Morse, Minor Mary Jane Watson/Peter Parker, Past Venom Symbiote/Peter Parker, Venom Symbiote/Flash Thompson
Series: Marvel: Tales to Tantalize! [25]
Series URL: https://archiveofourown.org/series/1507763
Comments: 4
Kudos: 22





	Spider-Man: Tormented

Peter took a bite of his sandwich and returned his attention to his textbook. Biology was next period and while he had studied a lot already, he didn’t want to take any chances. He had been accepted to Empire State University, but if he wanted to be respected by their science department, he had to maintain his grades.

Peter was in the Midtown High School cafeteria now, finishing his lunch as he poured over his book. Peter sat at one of the outdoor tables by himself. Among others eating were fellow seniors Liz Allan, Flash Thompson, and a chubby girl named Veronica.

Peter thought fondly of Veronica, though he rarely talked to her. He rarely talked to anyone except Mary Jane. Veronica was quiet, but incredibly earnest and sweet. Peter had thought about talking to her a few times, but he didn’t want to bother her. She always seemed busy with something. Peter was lost in these thoughts when a paper airplane sailed right into the side of Veronica’s head.

Peter heard snickering and looked over to Liz and Flash. They both looked incredibly smug and proud of themselves. Veronica gave them only a short glance before returning to her lunch. Apparently that wasn’t the reaction they were looking for, because then Flash grabbed a soda can and began to aggressively shake it.

“Hey!” protested Peter, “What are you doing?”

“What’s the matter, Puny Parker?” laughed Flash, “Can’t I have a drink in peace?”

“I saw you shaking it!” insisted Peter.

“So?”

“So I know you’re up to something!”

“You mean something like… THIS?”

Flash chucked the shaken can directly at Veronica’s table. The can collided with the table and burst open spraying the foaming liquid all over Veronica and her lunch as everyone around her laughed. Peter grabbed all the napkins he had brought for lunch and rushed over to Veronica, offering them to her as she meekly dried herself off.

“Aw, sorry!” mocked Flash as Liz cackled beside him.

Peter looked at Veronica sadly. He knew how she felt. Flash had been picking on him for as long as he could remember. He hated how much he recognized the look of shame in Veronica’s eyes.

“Think of it this way,” continued Flash, “It’s not like being covered in soda could make her LESS attractive than she already is!”

“Cut it out, Flash,” said Peter angrily, knowing how much his words were hurting Veronica.

“I’m just saying,” chuckled the jock, “She was at a pretty low starting point. Just about any change was going to be an improvement.”

“That’s enough!” shouted Peter, walking up to Flash.

Everyone went silent. Peter rarely spoke up at all and _no one_ ever stood up to Flash Thompson. Flash seemed as shocked as everyone else. After a moment, he smiled to himself and got up. He walked up to Peter until the skinny boy was standing in his shadow. Flash looked down confidently.

“What was that?” asked Flash quietly.

Peter clenched his fists and gritted his teeth. Everyone was watching. Flash was enormous. Peter felt so small in comparison to the behemoth of a man staring him down. He almost backed down and apologized. Then he caught Veronica out of the corner of his eye. She was still crying, but she was also watching Peter with a small amount of hope.

“I said,” repeated Peter sternly, “That’s enough.”

“That’s what I thought you said,” said Flash quietly.

Flash gave Peter a sharp shove, causing him to stumble backward.

“You wanna go, huh?” taunted Flash angrily, “Show us what you got, Puny Parker!”

“Come on, Flash!” shouted Peter.

“‘Come on, Flash!’” mocked Flash back.

Peter was nervous. He didn’t want to fight. Flash would cream him. But he couldn’t leave now; he was the only reason Flash had left Veronica alone. He wasn’t about to walk away and let Flash think he could get away with that.

“What’s the matter, Parker?” asked Flash, “Scared?”

“Come on, Fla-”

Flash slapped Peter in the side of his face, causing his whole head to swing to the side. Peter slowly looked back at Flash, only for Flash to slap the other cheek just as hard. People started laughing. Flash went to smack Peter again, but Peter threw his hands up and covered his face just in time. The laughter got louder.

“What was that?” asked Flash, still smacking Peter repeatedly as he tried to shield himself, “I didn’t quite catch it.”

Peter shoved Flash, or at least tried. Though Peter put his full strength into the shove, his arms hit Flash’s torso like it was a cement wall. Flash didn’t move, but he did take note of Peter’s first attempt at fighting back.

“Let’s teach you a lesson, freak,” said Flash quietly.

Flash grabbed a fistful of the back of Peter’s hair. Peter cried out as Flash jerked him backwards and dragged him away from the tables as Peter wobbled beside him, clutching at his head and grunting in pain. The crowd followed, cheering Flash on as they went. Finally, Flash reached a mud puddle and threw Peter toward it.

Peter landed face first in the mud, spitting it out as it filled his nose and mouth. He tried to get to his feet or at least his knees, but he felt a powerful blow to his side that knocked him over. Lying on his side in the mud now, Peter could only grunt and cry out in pain as Flash repeatedly kicked him in the chest and stomach over and over again. This continued for some time before Flash stepped onto Peter and forced him to roll over onto his stomach. He then finished the display by grabbing the back of Peter’s exposed white briefs and yanking them up for several seconds, lifting Peter’s butt slightly into the air, before letting them snap back. Peter dug his fingers into the mud trying not to react to the pain, shame, or embarrassment. He did his best to ignore the laughing crowd.

“Wow,” scoffed Liz, “of COURSE he wears tighty whities.”

“Stay down, Parker,” warned Flash.

Peter thought about getting up. He thought about pushing himself harder. He thought about keeping up the fight until he had nothing left, but he couldn’t bring himself to do it. He was too weak and ashamed. How could a loser like him ever hope to compare to someone like Flash?

“Flash! Flash! Flash! Flash!” chanted the crowd as Flash flexed his muscles proudly.

Peter gave up. He continued to lie there, waiting for everyone to leave him. They slowly did, one by one clearing away. Flash continued to showboat for some time and eventually he and Liz were the last ones really watching.

“I hope you learned your lesson, Parker,” added Flash before he walked off.

Peter made his way to his knees, still caked in mud that was beginning to dry to his clothes and skin. His mud-soaked underwear still hung out the back of his pants, firmly wedged up and into his butt to remind him of his failure. Peter looked over just in time to see Flash spit into a dejected Veronica’s food before he walked away.

Peter looked down at himself. It was all for nothing. No one could stand up to someone like Flash, least of all a wimp like him. All he had done was draw attention to his ineptitude. He couldn’t even slow Flash down. That man would continue to pick on everyone and anyone he wanted to for as long as he wanted. There was nothing Peter could do about it.

***

**Several years later...**

Flash walked up to the dorm entrance. He walked in behind another student and flashed his student I.D., successfully tricking the front desk attendant into thinking he was an honor student. That or the attendant didn’t care. Either way, Flash had gotten into the building. He made his way to the elevator.

_**He lives in room 320. He normally doesn’t leave on patrol until at least 7:00, so he should still be there.** _

_You know his schedule?_ thought Flash.

 _ **I know his everything. We were bonded the same way you and I are bonded.**_ *

*During the events of [Spider-Man: Bonded](https://archiveofourown.org/works/22869178)

_Yeah,_ thought Flash, _only I’m not going to be a little bitch about it._

Flash reached the door to room 320. He knocked. Peter answered.

“Flash?” he said, surprised.

“Parker,” responded Flash, “Can I talk to you for a second?”

“I don’t know if now is a good time.”

“It’s pretty important.”

“Not now, Flash.”

“Come on!”

“No,” said Peter firmly, closing the door.

The door stopped as it caught Flash’s foot, which he had stuck in to block it. Peter looked Flash up and down. He was wearing a sleeker outfit than normal, with black jeans and a black leather jacket. He also had a determined look in his eyes. Peter didn’t like it.

“Flash-” began Peter.

“It’s about Spider-Man,” said Flash.

Both of them went silent. Flash smiled. That was all he had to say. Peter opened the door and let his habitual tormentor in. Flash walked right into the center of the room before pulling up a chair and sitting in it.

“Let’s talk,” he said.

Peter sat on the side of the bed, nervous about what was to come next.

“What is it?” asked Peter.

“I’ve played football as far back as I can remember,” said Flash, “It’s always been a part of my life and I’ve always been damn good at it.”

Peter swallowed uncomfortably. He knew where this was going.

“That is,” continued Flash, “until the other day. Your little stunt on the quad cost me my spot on the team.”

“Flash, I wasn’t-”

“SHUT UP!” yelled Flash, scaring Peter into submission.

Flash smiled. Even if Peter Parker was really Spider-Man, he feared Flash. It felt good being able to make Spider-Man himself squirm in subservience. That dweeb didn’t deserve his powers.

“You want to change the subject? Let’s change the subject,” said Flash angrily, “Let’s talk about Spider-Man. You like Spider-Man?”

“...I guess,” responded Peter quietly.

“That’s nice. I used to like Spider-Man. I thought he was the shit. I thought he was cool and funny and strong like me. Imagine my surprise when I found out he was a scrawny little geek that I’ve given more swirlies to than I can count.”

Peter’s breathing froze, his eyes widened, and his face went white. He just continued to sit on the side of his bed in silence.

“You want to know how I know?” grinned Flash, “Well, let me start by telling you something else I know. I know that you found a suit recently. Not just any suit, but a really good suit. One that knew you pretty well.”

Flash sneered as he saw Peter clutching the side of his mattress with both hands.

“Oh?” said Flash, grinning wider, “Have you figured it out yet?”

“Flash,” said Peter, standing up and heading for the door, “This isn’t the place. Let’s find somewhere-”

“YOU’RE NOT LEAVING!” roared Flash in a chillingly deep voice.

Peter’s walk to the door was suddenly halted by something holding him back. Peter looked over his shoulder and saw a black string of webbing connecting him to the back of Flash’s wrist. 

“Flash-”

“You abandoned him!” continued Flash, his voice almost an inhuman growl, “You tried to get rid of him and when that didn’t work, you tried to kill him!”

Peter didn’t move. He continued to stare in terror at the black webbing stuck to his back.

“Well now he’s found a new host,” said Flash, “and together, we intend to teach you a lesson!”

Flash punctuated his sentence by yanking back on the web. Peter was thrown through the dorm room and straight into his window. He painfully smashed through as he sailed out of the building and down to the grass below, landing on his side with a cough. Peter immediately lifted his head up and looked around. It was dark and there wasn’t anybody around that he could see. Flash landed on the ground a few feet from him. Peter leapt up and onto his feet, turning to face Flash.

“The symbiote inherited your powers when the two of you were bonded,” explained Flash, “When he bonded with me, he brought those powers with. Unlike you, I was already strong before I got any powers. Now with the symbiote and Spider-Man’s powers, I’m unbeatable.”

“Flash,” cautioned Peter, “It’s not what you think. The symbiote isn’t- He tried to control me!”

_**I SAVED him! I saved his life and then he refused to listen!** _

“Please, Flash,” continued Peter, “I’m sorry for what happened to you with the football team. I never wanted that.”

_**LIAR! I’ve been in his head, Flash. He’s always wanted that. He’s always wanted to see you fail. You’re better than him and he knows it. Don’t listen to him.** _

“No dice, Parker,” growled Flash, “Guess you’re just going to have to take your beating like a man!”

Flash leapt at Peter. Peter jumped at the same time and did a front flip, landing behind Flash and turning back to face him. He had time to call out “Flash!” in one last plea for a truce before Flash made a fist, hardened his entire arm with the black slime, and punched Peter square in the chest.

Peter flew clean through a chain link fence and into the side of a tree, smashing apart the bark upon impact. He got up just in time to leap away from Flash, who slashed at the tree with an enormous black arm that had formed claws on his fingers. The tree fell to the ground as Peter jumped away and Flash pursued him.

“Get back here, coward!” cried Flash.

Peter didn’t know what to do. He was ill-equipped; he didn’t have his costume or web shooters. That meant not only was he at a combat disadvantage, but also had to be careful not to be seen. He didn’t know how he could win this fight. What was he supposed to do, incapacitate Flash? The symbiote was so strong that Peter would have to damn near kill Flash to separate them.

Peter gasped as he felt a web latch onto his foot. Flash yanked Peter back toward him. Peter spun back as he hurdled unwillingly toward Flash. Peter curled up and brought up his arms to block his face, and Flash followed through with a punch. The punch collided with Peter’s arms. It hit hard with the built up momentum. The impact rang through Peter’s bones in a throbbing pain. He was sent flying backward until he hit the side of a building.

Peter managed to get himself to his knees and brace himself against the wall. He was nauseous. The world was spinning. His whole body hurt. He wasn’t even sure if he could stand. Flash was right. With the symbiote, he was even stronger than Spider-Man.

“Flash…” began Peter again.

Flash kicked Peter hard in the stomach, causing the boy to moan in agony as he lay there. Flash grinned. Peter watched weakly as black liquid seeped from Flash’s clothing until they fully transformed into the full body black suit with the white spider symbol that Peter had worn. It looked different on Flash, though. The muscles bulged even larger and his hands were fashioned into fearsome claws. His eyes were warped, uneven, and filled with contempt and hunger.

“Stay down, Parker,” said Flash, “and stop saying that name. Flash is only half of who we are. Together we are more than Flash, the symbiote, or you! We are Venom!”

Peter recoiled in terror as the jaw of the costume detached and widened, growing huge fangs until Venom’s mouth was a horrifying sight of teeth and slime. A long, thin tongue snaked out and flickered around. The bestial figure crouched down before Peter, snarling at him. Peter stared back, unable to utter any noise that wasn’t a quiet whimper. Venom smiled in satisfaction.

Venom fired a black web toward the top of the building and pulled themselves up there. Peter winced in fear, but soon realized that Venom was done with him. The symbiote human hybrid climbed their way to the top of the building before looking out at the city of New York before them. Flash moaned in pleasure as he felt the rush of euphoria in the pit of his stomach. It felt wonderful.

**_Good, I knew you’d be stronger than him._ **

_Thanks to you._

**_US, Flash. Thanks to US. We’re in this together, you and I. Nothing can stop us._ **

***

“It’s going to be alright, Peter,” assured Mary Jane, “We’ll figure this out.”

“Okay,” muttered Peter.

“It’s alright to be scared,” said Mary Jane, “but we’ve got your back here, remember that.”

Peter and Mary Jane were sitting beside one another in Malcolm’s otherwise empty office. Peter, whose face and arms were now covered in bruises from the night before, had told all of them about the incident as soon as possible. 

Malcolm was able to get the incident swept under the rug quickly, but Peter’s dorm was still off limits until the window was fixed. They had all agreed to meet in Malcolm’s office to discuss it. Malcolm was currently retrieving Jessica from the front desk, where she had been briefly detained for not being a student.

“Peter!” said Jessica the moment she walked into the room, but she froze when she saw his face.

“Jesus Christ,” she whispered.

“It doesn’t hurt as bad as it looks,” offered Peter.

“I don’t believe that for a second,” said Jessica.

Malcolm took a seat at his desk. Peter went over what had happened the previous night. He had already summarized it for Mary Jane, but she still found it deeply upsetting to hear. They all did. Flash had tormented Peter his whole life and now he had a way to hurt Peter very, very badly. It made them all nervous. 

“Should we report it to the police?” suggested Mary Jane, “Or at least the school board? Flash is extremely dangerous now.”

“But he also knows Peter’s secret,” added Jessica.

“We can’t let that stop us,” said Peter, “If Flash outs me as Spider-Man, so be it. I won’t let that stop me from putting an end to him.”

“Are you going to kill him?” asked Jessica.

“Jessica!” chided Malcolm angrily.

“It’s a valid question,” she insisted.

“No,” said Peter, “I would never do that. Plus, the symbiote is in his head like he was in mine. I don’t know how much of this Flash is really responsible for.”

“He’s responsible for enough,” said Jessica angrily.

“Now what?” asked Mary Jane, “Can we get the symbiote off of him somehow?”

“That shouldn’t be too hard,” said Malcolm, “We did it with Peter.”

“Yes, but I wanted the symbiote gone,” pointed out Peter, “Flash and the symbiote are working in tandem. They’ll never let that happen.”

“So, what? Do we tell the Avengers?” asked Malcolm.

“Speaking of which,” realized Mary Jane, “Where’s Bobbi?”

“On a mission,” said Jessica, “That plane that passed over the city earlier was apparently bad news. She says they’ve got it handled, though.”

“Malcolm makes a good point,” said Peter, “The Avengers are much better equipped to handle this than we are. We should reach out to them.”

“Do we even know what ‘Venom’ wants?” asked Jessica.

“Power,” said Peter instantly, “They want power. It’s what the two of them have in common.”

***

“Everyone stand at the ready!” ordered Captain America.

Mockingbird, Black Widow, Thor, Loki, She-Hulk, and Firestar did just that. The Avengers stood before a crashed A.I.M. dropship, which had narrowly missed the New York skyline and crashed into a forest near Camp Alpine. No one knew what would be inside the ship, so the Avengers had been deployed to it just in case. They all cautiously watched the ship.

Captain America approached the ship and placed one hand on the side in search of some sort of switch or hatch. The moment he touched the metal the top of the ship sprung open and an enormous humanoid mech leapt out of the ship and landed on the ground, pointing weapons directly at them.

“It’s armed!” warned Captain America, “Thor!”

Thor responded immediately. The golden-haired Asgardian flung his hammer right at the mech. The mech burst into a dozen pieces as the lightning shrouded weapon crashed through it. Thor roared in triumph, only for the dozen segments to each reconstruct themselves as an independent mech. Now there were twelve mechs pointing weapons at them.

“Great Wall Formation!” cried Captain America.

Everyone responded accordingly. Thor and She-Hulk leapt up beside Captain America and widened their stances. Captain America raised his shield and went down on one knee. The 3 of them had formed something of a barrier. Bullets ricocheted off of Thor’s armor, She-Hulk’s skin, and Captain America’s shield. Mockingbird, Black Widow, and Firestar used that time to run for cover. Loki stayed where he was, slightly amused. All twelve mechs continued to open fire on the barrier formed by the bulletproof Avengers. 

“Alright,” called Captain America, “Let’s stay in formation and make an approach-”

Before he could finish his sentence, a string of black webbing shot out from the trees and latched onto one of the mechs. The web yanked on the mech so hard that it ripped it in half. Everyone turned to see a black, muscular figure with a white spider symbol on his chest leap into the crowd of mechs.

 _Is that the symbiote?_ thought Mockingbird, recognizing the suit, _Is that the one that attacked Peter?_

This figure was well over six feet tall and had muscles that visibly rivaled even She-Hulk’s. They moved with incredible agility, just like Spider-Man did. They effortlessly dodged the gunfire while ripping apart the mechs one by one until there were none left.

Everyone stared in expectation as the figure, who still had not spoken, slowly approached Captain America. The mask became a liquid and peeled away, revealing a strong jawed young man underneath. The rest of the suit morphed into a civilian outfit of a black leather jacket and black jeans.

“That was impressive work, son,” congratulated Captain America, holding out his hand, “We owe you one. What’s your name?”

“Flash Thompson,” responded the man, “but you can call me Venom.”

***

Jessica pulled out her phone. Bobbi was calling her. She looked up at the others. They were all still in Malcolm’s office discussing how to deal with Venom. They nodded and Jessica answered the phone and clicked it on to speaker.

“Yeah, Bobbi?” began Jessica, “You’re on speaker.”

“Jessica,” responded Bobbi quickly, “The guy that attacked Peter last night, you said he had the symbiote, right?”

“Yes, why?”

“Is his name Flash Thompson?”

“...did you find him?”

“He found us,” said Bobbi, “and now Maria Hill is making him an Avenger.”

Jessica turned to Peter anxiously. He looked shocked. The look of shock slowly became one of humiliation and self-pity. Jessica couldn’t believe it. Some time ago, Peter had saved the lives of his fellow Avengers only to be degraded and kicked off the team by Maria Hill. She had made it painful too, forcing Peter into a breakdown that made him feel as unfit for the team as she claimed he was.* For Peter’s longtime bully to have taken his place on the team so quickly… Jessica couldn’t imagine how that felt.

*Back in [Avengers: Part of the Team](https://archiveofourown.org/works/22190941)

“Guys?” said Bobbi, the whole room having been silent for a few moments.

“We have to stop him,” said Peter quietly, “Sooner or later the symbiote’s going to convince him to hurt people. If he has all the authority of an Avenger when that happens…”

“Bobbi,” said Jessica, “you have to tell Maria Hill about the symbiote.”

“I tried,” said Bobbi, “She’s not listening.”

“Of course not,” sighed Jessica.

“Where are they?” asked Peter.

“We’re at S.H.I.E.L.D. Base Shade,” said Bobbi.

Peter got up immediately and went for the door.

“Hold up,” said Jessica, getting in Peter’s way, “Let’s talk this through first.”

“I’m going to stop him, Jessica,” said Peter, “I have to.”

“Not alone,” said Jessica, “I’m coming with you.”

“Jessica-”

“Shut up,” said Jessica firmly, “I’m not letting that monster get you alone again.”

Peter huffed, but nodded in acceptance.

“We’ll get there by web,” he said, “It’s faster that way.”

“Okay.”

“You know that means I’ll have to carry you, right?”

Jessica let out a long, defeated sigh.

“Fine.”

***

Spider-Man swung downward, leveling out on his swing just as his feet touched the sidewalk. He released one hand from his web and the other from around Jessica, who had been gripping onto Spider-Man’s shoulders while he held her around the waist for the whole trip. Once they were on the ground, Jessica immediately pulled herself away from him.

“What, worried about cooties?” asked Spider-Man.

“I know it’s nothing compared to what _you_ deal with on a daily basis,” said Jessica, “but by my standards, that was humiliating.”

“I wish I had your problems,” quipped Spider-Man.

“Don’t you have a childhood tormentor to confront?”

“Right.”

The two entered the building and walked through the lobby to the front desk. The sight of Spider-Man strolling through the lobby in his costume drew quite a bit of attention. He tried to ignore that and stay focused on the task at hand.

“We’re here to see Barbara Morse,” Jessica told the front desk attendant.

The attendant looked at Jessica and then over at Spider-Man. She couldn’t very well ask to see a masked vigilante’s I.D.

“I’ll let her know you’re here,” said the attendant after a second.

“No need,” said Bobbi, “I’m expecting them. This way, guys.”

Bobbi had just arrived. She beckoned for them to follow as she turned and walked away. Jessica and Spider-Man followed in haste. They made their way into an elevator and up several floors. They walked up to a glass conference room, where Hill and Flash were seated across from one another. Both immediately noticed the trio get off the elevator. Hill stood up and exited the conference room before they arrived, cutting them off at the entrance.

“What are these two doing here?!” she demanded, “They do NOT have clearance for this.”

“You’re getting ready to pin a sheriff badge on that psychopath and WE’RE the security risk?” said Jessica.

“Mr. Thompson is a model candidate,” retorted Hill, “He has a clean record, adaptable abilities, and has shown great potential in our initial tests and interviews.”

“Listen, Director Hill-” began Spider-Man.

“Take that mask off if you’re going to talk to me,” ordered Hill, “You look ridiculous.”

Peter pulled off his mask. Everyone here knew who he was anyway.

“Director Hill,” started Peter again, “Those adaptable abilities you mentioned? They’re the result of an alien-”

“An alien symbiotic life form that can bond with humans,” finished Hill, “We have gone through the records on the Klyntar already, Mr. Parker. Agent Morse can attest to that.”

“Ths symbiote will affect his mind,” continued Peter, “make him act aggressively. You can’t possibly-”

“You mean it affected _your_ mind and made _you_ act aggressively,” interrupted Hill, “As far as I’m concerned, Mr. Parker, that’s hardly enough evidence to constitute a definite finding. We have no reason to believe Mr. Thompson is anything other than what he has already demonstrated himself to be: respectful, ambitious, and experienced.”

“Are you kidding!?” demanded Jessica, “He’s a bully! A sociopath who picks on anyone he can take advantage of. He attacked Peter last night, he could have killed him!”

Jessica gestured to Peter’s face as she said this, referring to the visible bruises still there. Peter looked away in embarrassment.

“A bully?” scoffed Hill, “This isn’t a grammar school playground, Ms. Jones. We’re not going to deny a perfectly qualified candidate just because he gave a few wedgies in his day.”

“You’re not listening,” growled Jessica quietly.

“Oh, I think I’m listening perfectly,” said Hill, “Mr. Thompson picked on poor Mr. Parker and you’re all very upset about it. However, that doesn’t change the fact that Mr. Thompson is a perfect fit for the Avengers. I’m sure this is hard. Considering how much he’s humiliated Mr. Parker in the past, Mr. Thompson getting this position must be truly difficult to see.”

Peter clenched his trembling fists. Hill was right.

“This isn’t about me,” whispered Peter, “Venom has to be stopped.”

“Venom is better than you,” said Hill, “and you’re just going to have to get over it.”

Peter bit his lip. That was a step farther than he could handle. He pulled his mask over his face and rushed to the nearest window, where he leapt outside and swung away without another word.

“Peter…” whispered Jessica.

“He really is a coward,” smiled Hill.

Jessica grabbed the collar of Hill’s S.H.I.E.L.D. uniform with both hands, lifted her off the ground, spun around, and slammed her into the wall with enough force to make her grunt and grit her teeth in pain.

“Jessica!” gasped Bobbi.

“With one phone call I could have you locked away at a S.H.I.E.L.D. black site where no one would ever find you,” said Hill angrily through the pain, “So you better get your hands off of me NOW.”

Jessica stopped and considered her actions. Before she could come to a decision, a white baton slammed down on her arms from above. Jessica was easily strong enough to maintain her grip while shrugging off the blow, but she knew better. She let the baton separate her from Hill and took a step back so that Bobbi could get between them.

“Excellent job, Agent Morse,” said Hill, readjusting her collar.

“I’m sorry, Jessica,” whispered Bobbi.

Bobbi kept her stance, batons out, facing Jessica. Jessica made eye contact with Bobbi. Hill was under the belief that Bobbi was spying on Jessica by pretending to be in a relationship with her. Unknown to Hill, Bobbi had told Jessica about this and was instead acting as a double agent, feeding Hill false reports on Jessica while leaking important information from S.H.I.E.L.D.*

*As seen in [Jessica Jones & Mockingbird: Burnt Bridges](https://archiveofourown.org/works/22442023)

Jessica had been reckless. She had nearly assaulted one of the most politically powerful people in the world. Bobbi might have just saved both their relationship and Jessica’s life with that attack. Jessica appreciated having a smart and resourceful girlfriend.

“Alright,” said Jessica, “You’ve made your point.”

Jessica walked for the elevator and hit the call button. While she was waiting for it to arrive she turned back to Hill.

“I don’t know how,” she said, “and I don’t know when, but one day I’m going to see you crash and burn, Hill. And I will enjoy every second of it.”

Jessica got in the elevator and began her trip down to the lobby. Once there, she walked straight to the exit. What now? Venom was going to stay a part of the Avengers as long as Hill felt they were on her side. What’s more, the Avengers wouldn’t help them on this anymore. They’d have to find a way to stop Venom on their own.

Jessica wondered where Peter had gone. Hill really knew how to get to him and hit him where it hurt. Sometimes Jessica couldn’t believe the profoundly bad luck Peter had. First he gets his dreams crushed in the most demeaning way possible, now his childhood bully was achieving that dream and thriving in it.

Jessica felt something on her side. She looked down and was terrified to see a strand of black webbing latched onto her torso. She had just enough time to look into the alley it had come from before she was yanked. She flew off the sidewalk and into the alley, where she landed painfully on her side and slid a few feet. She rolled over onto her back to see Flash staring down at her.

“So,” he said, “you’re Jessica Jones.”

Jessica went to subtly remove the webbing from her. Peter had taught her that by pulling lightly on the webbing it would loosen and unstick, like a seatbelt. Only that wasn’t working right now. Venom’s webbing seemed to be different somehow.

“Don’t bother,” they said, “Parker’s webs can be removed manually, but we control ours.”

Flash demonstrated by holding out his hand. The webbing unstuck from Jessica and leapt onto Flash’s arm, nestling into his jacket and merging back with the suit. Flash looked at it in satisfaction.

“‘We?’” asked Jessica, “Who am I talking to here, Flash Thompson or the alien?”

“Both,” they said, “We’re both always here. We share our thoughts, we share our- Oh?”

Flash looked away for a moment, scrunching up his face like he was listening closely or concentrating on something.. Then he looked at Jessica. His eyes were filled with loathing and contempt. Then he smiled. What had just happened?

“We share our memories,” he said, approaching Jessica, “Not only that, but we share Parker’s memories too.”

Jessica crawled backwards on the ground as Flash backed her more and more into the corner of the alleyway.

“There’s a lot of fun ones in there,” he mused, “like his failures and his Spider-Man related antics. There are also some very telling ones. For instance, Parker has this _very_ interesting memory of you helping him out by getting back at me.”

 _Shit,_ realized Jessica.

Back when Jessica had first met Peter, he was being bullied by Flash. She didn’t initially have a lot of respect for the kid, but after working with him as Spider-Man and learning more about him, she started to feel bad for him. To show her support, she had given Flash a wedgie in front of most of the student body.* She had worn a hood at the time, hiding her identity, but now he knew.

*All the way back in [Jessica Jones & Spider-Man: Real Heroes](https://archiveofourown.org/works/20905046)

“A bully,” mused Flash as the slime started to crawl onto his skin, morphing into the suit, “A sociopath who picks on anyone he can take advantage of. Isn’t that how you described me to Hill?”

Jessica didn’t respond.

“Well what do you call an alcoholic superhuman,” continued Venom, growing in size as the suit finished forming, “who uses her powers to demean and humiliate a college student for petty revenge?”

“I call it an asshole getting what he deserves.”

Venom’s body tensed up in anger. Then their jaw began to detach and Jessica recognized the same rows of horrifying teeth she had seen when the symbiote engulfed Peter. Venom roared in fury and moved to pounce, but suddenly froze.

Venom then leapt to the side just as a web shot at where they had been. Jessica looked up and saw Spider-Man perched on the side of the building, looking down at them.

“Venom!” he shouted, “Your fight is with me; leave her alone!”

“We beg to differ,” snarled Venom, leaping at Jessica.

Jessica threw up her arms defensively, but Spider-Man dove down into the alley and kicked Venom in the side of the head, knocking them away. Venom quickly rolled back up into a standing position and prepared to charge Spider-Man. When they collided, Venom easily pinned Spider-Man to the ground. Venom opened their jaws to finish the fight, but Jessica rushed at them from the side. Venom turned their attention to Jessica and knocked her back with a backhand strike, sending her flying into the wall and giving Spider-Man a chance to respond.

Venom still had Spider-Man pinned, but he had been distracted by Jessica for a moment. Spider-Man took that moment to swing a fist at Venom, punching them in the side of the head. Venom responded by punching Spider-Man in the face twice as hard. Spider-Man groaned as he felt the pain of the impact reverberate through his skull and teeth.

“Believe it or not, Parker,” said Venom, “We didn’t want to kill you. We were finished with you after last night. But you had to come and stir up trouble, just like you always do!”

Jessica rushed at Venom again. This time Venom fired a large black spider web at her, completely pinning her to the wall. She went to yell something out to them, but Venom fired a burst of webbing into her mouth too. Venom returned their attention to Spider-Man.

“We’ll give you one last chance to walk away from this, Parker,” they hissed, “Give this up!”

“No,” said Spider-Man weakly, barely able to lift his head, “I can’t let you hurt anyone else. I won’t stop until I beat you.”

“What was that?” asked Venom quietly.

“I said,” repeated Spider-Man sternly, “I won’t stop until I beat you.”

“That’s what I thought you said,” said Venom quietly.

Venom raised a claw into the air to finish Spider-Man off. Jessica tried to scream in protest through the webbing in her mouth. Venom’s claw was halfway to Peter’s face when it stopped. Venom stood up and backed away, releasing their pin on Spider-Man.

“No,” they said, “We’re going to do this right. You really want to beat me?”

Spider-Man got to his feet and looked wearily at Venom.

“Let’s do this old school,” said Venom, “Meet us outside of Midtown High by the flagpole at midnight. Then we’ll settle this once and for all.”

Venom flexed their muscles as the jaws closed and sealed shut again. Then the muscles shrunk back down and the suit retracted from Flash’s hands and face, becoming his black civilian clothes again. He held his hand up toward Jessica. The webs pinning her to the wall and filling her mouth all returned to his wrist and merged back with his suit. Jessica fell to her knees and coughed and spat. It was one of the most disgusting things she had ever tasted.

“Come alone,” ordered Flash as he walked away, “Like you said, Parker, this is between us.”

***

“Absolutely not.”

“Jessica,” said Peter firmly, “This isn’t your call.”

“Yes it fucking is!” she yelled back.

“Jessica’s right, Peter,” added Mary Jane, “You can’t go alone. We’re coming with.”

Peter, Jessica, Mary Jane, and Malcolm were all gathered in Jessica’s apartment. It was closer to where they had been than ESU was, so the group had elected to gather there to discuss the game plan. It was nearing midnight and Peter had just changed into most of his spider suit.

“No. You’ll get killed,” said Peter, “I have to be the one to do this.”

“I never pegged you as one to fall victim to hubris, Peter,” said Malcolm.

“This isn’t about pride,” said Peter, “You don’t know those two like I do. The symbiote… He gets in your head, twists your idea of right and wrong. He makes you dependent on him. And Flash… The symbiote gives him all the power and confidence he’s ever wanted. He’ll do whatever the symbiote tells him to. As long as they’re together, they might kill any of you on sight.”

“So?” said Mary Jane, “We deal with stuff like this all the time, Peter.”

“Not like this,” said Peter, “I can’t protect any of you from Venom.”

“We’re not yours to protect!” protested Jessica.

“I have to go,” said Peter, putting on his mask, “alone.”

“Try to stop us,” dared Jessica heading for the door.

Spider-Man watched Jessica approach the door and the moment her hand was on the handle he fired a web at it, webbing her hand to the doorknob and holding the door shut with the same web.

“Hey!” shouted Jessica.

“Consider yourself stopped.”

Mary Jane and Malcolm went to react, but Spider-Man webbed Malcolm’s shoulder to the wall and Mary Jane’s feet to the ground.

Spider-Man solemnly stepped out the window and firing a web across the street. Then he paused for a moment.

“I love all of you,” he said, “You’re truly wonderful friends. I’m sorry for this.”

“PETER!” screamed Mary Jane as Spider-Man swung away.

“We have to go after him!” said Malcolm, trying to pull his shoulder from the wall without success.

Mary Jane was already squatting and trying to pull her feet out of her shoes to escape, but the webbing had tangled her ankles as well. Her feet were plastered. Jessica pulled lightly on the web on her hand, peeling it off and tossing it aside. She then approached Malcolm and did the same with his.

“It only tightens with tension,” explained Jessica, “Like a seatbelt.”

“How did you know that?” asked Mary Jane, using the technique to free herself.

“Peter told me when we first met,” explained Jessica, “I guess he forgot.”

“Here,” said Malcolm, opening his bag and tossing Jessica and Mary Jane airhorns, “We’ll need these.”

“Good idea,” said Jessica, grabbing a lighter out of a kitchen drawer, “I’ll take this just in case too.”

“Why?”

“Bobbi says fire kills these symbiote things worse than sound,” said Jessica, “and frankly I don’t care if Flash gets burned in the process.”

“It’s just a lighter though…” said Malcolm.

“Better than nothing.”

“Let’s get moving,” said Mary Jane, “We can’t waste any more time.”

They rushed out the door as Jessica pulled out her phone and called Bobbi to let her know to meet them there.

***

**Several hours earlier…**

Flash knocked on the apartment door, waiting in the hallway for the answer. Liz Allan opened the door and looked him up and down.

“Well, look who it is,” she said, unimpressed.

“I’m a very different man than you remember, Liz.”

“Oh?”

“Yes,” he continued, “The other night something happened to me. It changed me. I’ve never felt so strong. I’m ready to be the man for you now.”

“I find that hard to believe,” said Liz, “considering that the last time I saw you, you were being kicked off the football team.”

“Well believe it, babe!” said Flash, “Check this out!”

Flash held out his arms as his clothes morphed into the suit. This time he suppressed the bulging muscles, claws, and fang filled mouth in favor of a sleeker look more akin to the suit’s original design. Liz’s eyes widened in awe.

“What is it?” she asked.

“It’s a special suit,” explained Flash proudly, “with it, I’m stronger than ever.”

Liz smiled. She liked what she saw. She placed both hands on his chest. She was pleased to discover that it felt like touching his bare skin. Flash felt the rush of pleasure fill the pit of his stomach as the symbiote thrived on the power he felt from the exchange.

“Come in,” she said.

Flash walked in behind her as the suit reverted to his clothes. It was good to be back. Liz had moved into a penthouse apartment her second semester of college. When they were dating, Flash had spent a lot of his time there. He had always felt so proud of himself, dating a woman who had such an impressive home. It felt nice to have a chance at that again.

“What do you plan to do with it?” asked Liz, “Give Parker a _really_ bad wedgie?”

 _In a manner of speaking…_ thought Flash.

“Actually…” began Flash.

**_Don’t tell her about Parker!_ **

_What? Why?_

**_Right now, only we know who Spider-Man really is. That power is ours. Once we start telling people, the secret will be out. We’ll no longer have it to use against him._ **

_Not that it matters,_ thought Flash, _He’ll be dead after tonight anyway._

**_Still, it’s power that we have. Don’t give it up!_ **

“Actually what?” asked Liz, who had been watching Flash as he stared into space for several seconds.

“Actually,” said Flash again, “I helped the Avengers deal with that plane crash from a bit ago.”

“Really?”

“Yeah,” said Flash, “It was like an A.I.M. attack or something.”

“The Avengers?” asked Liz in disbelief, “For real?”

“They’re talking about making me a member.”

Liz beamed. She believed him. She had known him long enough to be able to tell when he was flat out lying. This was fantastic news for her. Flash didn’t know it, but she would relish the chance to have someone so powerful be as utterly devoted to her as Flash had been. She just needed to play her cards right.

“Look at you,” she said, “It sounds like you’re making a real comeback.”

“Damn right,” smiled Flash, “What do you say you come along for the ride?”

Liz wrapped her arms around his neck and kissed him. Flash felt a huge rush of euphoria from the symbiote. The feelings of pride and power swelled in a powerful rush. He kissed back hard. She kissed him hard in turn. Within minutes they were on Liz’s king sized bed together.

“Alright,” whispered Liz as they lay down, “Let’s see what it’s like to screw a real winner.”

They continued, Liz pulling away her clothes as Flash’s retracted from sight. Soon the two were naked and entangled on the bed, thrusting and kissing. Flash climbed on top of her, ravenous for what would come next. Liz grabbed Flash’s face and pulled him in for another kiss. Flash used that motion to slide his cocks into her. He heard her let out a gasp of pleasure. He felt another rush of euphoria from the symbiote.

“Fuck me,” said Liz through gritted teeth, “HARD.”

Flash smiled and began to thrust over and over again. Liz moaned and clutched the sheets. Flash had never seen her like this. The symbiote was improving his performance. For a moment that thought made Flash insecure, but another rush of euphoria from the pit of his stomach put that to rest. He continued to thrust and thrust.

“OH!” cried out Liz suddenly, mouth wide open and eyes clenched shut.

Flash felt her whole body tense up. Now was the time. Flash gave another powerful thrust into her. To his surprise, he didn’t finish. Instead, he felt another rush of euphoria as Liz’s eyes snapped open. She threw her head back, overwhelmed by the pleasure and stimulation. Flash thrust again, getting a loud moan from her. Finally he gave a thrust that brought him to climax. At that same moment, Liz tensed even more before letting out a scream of pleasure.

The orgasm was overwhelming for Flash. It started as the usual physical sensation in his cock, but somehow the feeling spread through to the rest of his body. He had never felt such an incredible rush of pleasure. His mind was filled with thoughts of his own strength, superiority, and success. It lasted for several seconds before Flash collapsed next to Liz, sweating and panting. Liz leaned over and grinned at him.

“Look at you,” she said, “I’m looking forward to more of this.”

“Me too,” smiled Flash back.

Liz rolled over and ran her hand up and down Flash’s chest, slowly wrapping it around him and resting her head on his shoulder. Flash hugged her and brought her in close, thinking about how good it felt to have someone so beautiful in his arms again. He drifted to sleep to thoughts of his own victories.

**_It’s time, Flash._ **

Flash sat straight up, awake. Liz lay next to him, asleep. Flash gathered his bearings and reminded himself of where he was and where he needed to go. It was almost midnight. Flash got up from the bed, donned the symbiote in the form of black street clothes, and left to fight Peter.

 _Look out, Parker,_ thought Flash, _I like this new life of mine. I’m sure as hell not going to let you take it away from me._

***

Midtown High School. Peter hadn’t seen this place since he graduated, nor had he ever wanted to. His memories were soured by feelings of loneliness, insecurity, and Flash’s constant torment.

Spider-Man was perched on the roof at the front of the school, facing the flagpole that stood at the entrance. The somber darkness of the night hung heavily and he could barely see. Still, he squinted and looked everywhere he could for any sign of Flash. Then he saw him.

Flash walked casually around the corner of the block and began making his way to the flagpole. The symbiote had taken the form of civilian clothes again. Spider-Man fired a web to the top of the flagpole and swung down to the ground.

“Parker,” said Flash.

“Flash.”

“This brings back memories, doesn’t it?” asked Flash, almost wistful.

“Just because you peaked in high school doesn’t mean the rest of us did.”

“Make all the jokes you want, Parker,” said Flash angrily, “They’ll be the last ones you ever make.”

“We don’t have to do this, Flash,” said Spider-Man after a moment, “I don’t want to fight you, but if you stay bonded to that symbiote, people are going to get hurt.”

“Only the ones who get in our way,” said Venom as the symbiote wrapped around Flash’s skin and began to form the suit.

Spider-Man took a deep breath. This was it. This ended tonight. All those years of Flash pushing him around had come to this. That symbiote knew everything about him: every secret, memory, insecurity, and weakness. This would be his hardest fight yet.

Venom took the first step. Then Spider-Man stepped toward Venom. The two had soon broken out into a run directly at one another. They drew closer and closer until they were approaching arm’s length, at which point both Venom and Spider-Man winded their fists back to deliver a leaping punch. Both threw their punches at the same moment. Venom’s connected.

Venom’s right hook hit Spider-Man hard in the side of the head. It might have killed him right then and there, had he not rolled with the punch. Spider-Man slammed to the ground and rolled along it until he collided with the front doors to the school. He went to get up, but Venom had already leapt over and kicked him so hard the doors behind him flew apart.

Spider-Man cried out in pain as he landed among the smashed glass and shards of metal from the destroyed doors. His ribs were throbbing and his head hurt so badly that he couldn’t see straight. He regained his sight just in time to see Venom leaping at him, ready to come down on him with all their strength. Spider-Man fired two webs to the far end of the hallway and yanked himself in that direction.

Spider-Man slid on his back down the hall at incredible speeds as Venom’s attack smashed apart the floor tiles where Spider-Man had just been. Venom roared and began to bound towards him on all fours. Spider-Man pulled himself farther down the hall, moving faster than Venom by doing so. 

Spider-Man, still sliding, rounded a corner and stuck to the wall as soon as he was out of sight.. Venom tore around the corner, not knowing Spider-Man was waiting for him. They were caught completely off guard when Spider-Man delivered a full strength kick right to their face. Venom cried out in frustration as they were knocked onto their back.

Spider-Man rushed at Venom to continue the attack, but the blow had not hurt or weakened his opponent. Venom leapt back up before Spider-Man could land another hit. They swung the back of their hand into Spider-Man’s side, sending him flying into the lockers. Spider-Man grunted as he felt the wind get knocked out of him and left a Spider-Man shaped dent in the metal.

 _That symbiote knows every trick and tactic I’ve ever used,_ realized Spider-Man as he got to his feet, _How am I supposed to outfight someone like that?_

Spider-Man coughed as he felt a powerful hand clutch onto his throat. He grasped Venom’s wrist as they lifted him from the neck and slammed him into the lockers again. Then they slammed him into them again and again. After the sixth or so slam the force actually broke through the drywall behind the lockers and created an opening to the classroom on the other side.

 _I can’t,_ thought Spider-Man as he lay among the twisted locker pieces and drywall on the floor of the classroom, _He’s better than me. There’s nothing I can do._

Spider-Man attempted to get up, but Venom had grabbed his throat again and threw him back into the hallway. Spider-Man landed hard on his back. He went to fire a web down the hall and pull himself toward it to put some distance between him and Venom. He fired the web, but Venom had already leapt in the way, catching the web in their hand.

“Nice try,” they snarled.

Venom spun around and hurled Spider-Man over their head. They released the web and Spider-Man flew all the way down the hall before landing painfully on the staircase leading up to the second floor. Spider-Man fought through the pain, slowly getting to his feet.

 _Wait a minute,_ he thought, eyeing the entrance to the auditorium, _If the suit only knows every trick and tactic I’ve ever used BEFORE, I’ll just have to come up with a new one right now! Time to do something unexpected._

“You call that a throw, Ugly?” taunted Spider-Man.

Venom roared and bounded toward him again. Spider-Man rushed into the auditorium and quickly leapt across the seats and onto the stage. Venom was close behind him. Spider-Man sprinted for the backstage area. Once there, he quickly located the dressing room and went in, closed the door behind him, and waited. Venom ripped threw the door, teeth gnashing and tongue flailing as he clawed his way to Spider-Man.

“Hey Flash,” said Spider-Man, “Did you know that the dressing rooms have their own fire alarms?”

Spider-Man fired a web at the switch on the wall and pulled it. A large electric bell behind Venom exploded with sound. Venom screeched as the symbiote writhed and convulsed, beginning to peel away from Flash’s body.

“Guess the symbiote left that memory out!” shouted Spider-Man over the alarm.

Peter had experienced this alarm once before. Mary Jane often made use of the dressing rooms for the shows she was in. Since Peter was sometimes on the tech crew, he would hang out in there and talk to her. One day they were there during a fire drill and both nearly had heart attacks when they realized that the cramped room had a bell all to itself, making it deafeningly loud.

Spider-Man watched as the symbiote peeled away more and more. Venom made a lunge at Spider-Man, but this time Spider-Man was easily able to hit them before they reached him. Venom fell to the ground, where they continued to scream from the pain of the alarm.

 _How much longer is this going to take?_ wondered Spider-Man, _I’M going to go deaf if we keep this up much longer!_

Venom answered Spider-Man’s question by taking a swing at the bell. At first Spider-Man thought it was a haphazard attempt to hit him, but when Venom swung a huge web flung off of their arm. The web trembled as it approached the bell, but quickly and tightly wrapped around it upon contact. The slime halted the mechanics and muffled the vibrations, silencing the alarm.

“Oh no,” said Spider-Man.

Venom punched Spider-Man hard in the head. He completely lost his sense of balance and sight, falling to the ground. Everything began to tilt and blur as the seemingly unending headache got even worse. Spider-Man was struggling to his knees when he felt Venom grab the back of his mask and rip it off. He went to move, but Venom’s hand clamped down over his mouth and pulled him to his feet.

“Cute trick,” whispered Venom loathfully, “but this is the end, Parker.”

Peter felt his mouth fill with the rotten, sticky black substance that crawled off Venom’s hand. It crawled into his mouth until it was completely full. The edges of the black substance began to latch onto Peter’s face and clung to it, holding his mouth shut with the slime inside.

Venom grabbed one of Peter’s wrists. A black web crawled off Venom’s arm again and wrapped around Peter’s wrist before launching up to the ceiling and connecting to it, leaving a strand of web holding Peter’s hand to the ceiling. Venom did the same with the other wrist. Peter felt both web strands tighten and shorten until he was completely strung up by his arms, hanging helplessly in front of Venom. He grunted and tensed his arms, but couldn’t do anything to escape. He looked on with terror as the symbiote peeled away from Venom’s head and revealed Flash’s face one last time.

“You never understood, Parker,” he said, “but now I think you do. I’m better than you. You have _nothing_ over me. Now you’re going to die knowing that.”

The symbiote reformed around Flash’s face as the large jaw unhinged. Saliva dripped from the teeth and hot, putrid breath came from the mouth. The tongue retracted all the way in as the jaws widened and lunged at Peter’s face. Peter refused to close his eyes as he stared right into the jaws.

Peter’s heart leapt when he saw the top of Jessica’s head emerge from behind Venom. She had one of Bobbi’s batons in her hand as she swung it in front of Venom and then pulled the baton back into their jaws, halting their assault. Venom growled as they stumbled back and then to the side. Jessica climbed up onto their enormous back, struggling to keep the baton in their mouth.

 _Jessica…_ thought Peter weakly, _Wow… I guess I do have ONE thing over Flash..._

Bobbi, Mary Jane, and Malcolm rushed into the room next. Mary Jane gasped at the sight of Peter and rushed up to him with Malcolm. Bobbi turned her attention to Jessica and Venom and rushed over to them. Mary Jane and Malcolm tried to pull Peter free from his restraints, but the black webbing wouldn’t come off.

“Ermmph!” cried Peter, staring at the airhorn in Malcolm’s hand.

Malcolm looked at the airhorn and then at Mary Jane.

“You want us to use these on the webbing?” asked Malcolm.

Peter nodded. Malcolm and Mary Jane wasted no time. Each used their airhorn on one of Peter’s wrists. All three of them winced from the noise of both horns going off, but the tactic worked as the black webbing shriveled away and began to slither back to Venom. The webbing in Peter’s mouth did the same, pouring out onto the floor as soon as the horns went off. Peter spat and coughed, doing his best to not vomit.

Jessica’s technique proved ultimately ineffective as Venom threw her from their back and into a wall, spitting the crumpled baton aside. Venom roared at Jessica and leapt at her. Bobbi had brought an airhorn of her own though, and activated it as Venom leapt past her. Venom screeched in pain as they fell to the ground, clutching their head. The moment the horn ceased Venom used a web to snatch the horn out of Bobbi’s hand and smash it against a wall. Both Bobbi and Jessica readied themselves for Venom’s next attack.

“The fire alarm…” managed Peter weakly as he fell into Mary Jane’s arms.

Mary Jane and Malcolm looked over and saw the symbiote covered bell. They had heard the alarm going off on their way over, so it didn’t take much for Malcolm to deduce what had happened. He rushed over and fired off his airhorn next to the bell, sending the webbing around it reeling and releasing the ear splitting noise once again.

Venom let out a hellish scream as sound once again overwhelmed them. The symbiote was peeling away and latching back on all over Flash’s body, unable to go anywhere to escape the pain of the sonic assault. Seeing an opportunity, Jessica ran at Venom and punched them with all of her strength.

The punch threw Venom through the dressing room’s vanity and brick wall behind it, smashing both as they collapsed outside on the grass. Bricks, bits of wood, hairspray, and makeup lay everywhere. Jessica cursed. If she had known the wall led outside, she wouldn’t have done that. Now it was easier for Venom to escape the sound.

Malcolm and Bobbi ran out, followed shortly by Mary Jane guiding a weakened Peter. Everyone watched as Venom continued to writhe on the ground, clutching their head and shivering.

“No!” they heard Flash say, “No, don’t!”

The symbiote began to slide off of Flash, who desperately grabbed at the black liquid as it left him, slipping through his fingers. The slime convulsed for a moment before forming a head with the same jaws and distorted eyes as Venom. He roared at Flash. Flash tried to dive on top of the symbiote, but the symbiote threw his naked body aside and turned to face the rest of them.

“Don’t leave me!” begged Flash, trembling, “Please! I need you!”

The symbiote began to eye Peter hungrily. Peter knew that look. The symbiote wanted to bond with him again. The black mass began to slither towards him as Peter pushed away Mary Jane and tried to retreat, only to trip backwards and fall onto his back. Peter crawled backwards until he found himself in a corner, throwing up his hands as the symbiote readied to pounce on him.

Jessica grabbed a can of hairspray from the destroyed vanity in one hand and pulled her lighter out with the other. She aimed the hairspray and lighter directly at the symbiote. The beast paused for a moment to look at her.

“Burn in hell.”

She flicked the lighter on and sprayed. The chemicals in the hairspray ignited as they touched the flame, becoming a brilliant stream of orange fire. The symbiote howled in fear before the fire made contact with him. The moment it did, the entirety of the black form went up in flames as if he were lighter fluid. Everyone backed away as the screaming, burning being shrunk smaller and smaller until there was nothing left but the smell of hairspray and ashes.

Peter stared in shock for a moment. Was it gone? It had to be. There was nothing left. Peter heard it die. He looked over and saw Jessica. Her body was still frozen, holding out the lighter and hairspray as her arms trembled. Mary Jane and Malcolm stared too, unsure if it was over. Then Peter heard something. Someone was crying.

Peter slowly managed to get himself to his feet, every muscle and bone in his body screaming at him not to move. He shambled toward the noise. He saw Flash, naked and curled up into a ball, covering his face and sobbing. Peter knew how Flash felt: ashamed, powerless, and terrified of himself. It was an awful feeling. Peter hated how much he recognized that look in his eyes. He took another step toward Flash.

“Peter…” began Jessica, but Mary Jane motioned for her to wait.

Peter made his way to Flash’s side and knelt beside him. He gently placed a hand on Flash’s back. After a moment, Flash looked up at him. His face was flushed from exhaustion and emotion, his eyes were red with tears, and teeth were chattering from how much he was shivering. Peter opened his arms. Flash crawled into them. Peter held him tight.

“It’s okay,” whispered Peter, “It’s going to be okay.”

***

**Several days later...**

Flash paused for a moment. Then he knocked on the door. After a few seconds Peter opened it. Flash found himself immediately looking away in shame. He steadied himself though, and followed through with his intent.

“Hi,” said Flash quietly, “Do you, uh… Have a minute?”

“Yeah,” nodded Peter, “come in.”

Peter opened the door and Flash walked in. Peter sat on the side of his bed and offered Flash a chair. He sat in it, taking note of the new window that had replaced the one he shattered. The two looked at each other for some time. Flash knew what he had to say, but found it so hard to get himself to say it.

Neither of them had suffered any serious injuries in their fight, so when Flash had finally regained his senses they had gotten him into a blanket and guided him back to his dorm. Since then, Flash had been left with his own thoughts of regret and self-hatred. For years he had worked to maintain his strength and social status that he was so proud of. He flaunted it whenever he could, making sure that others knew he was better than them. 

When Liz left Flash earlier that year, he wasn’t sure what to do with himself. Seeing Peter happy with Mary Jane only made it worse. Then when he had gotten kicked off the football team because of Peter, all he could think about was how badly he wanted to ruin him.

Then came the symbiote and with it, knowledge. Flash learned that Peter had been Spider-Man. The pathetic nerd he punished every day could have fought back and laid him out at any time, but he didn’t. The symbiote convinced Flash that this was an insult and that they needed to prove themselves better than Peter. The symbiote even told Flash that he was a more powerful host than Peter and that that’s what made them stronger.

After that, Flash couldn’t even justify his actions to himself. He joined the Avengers just because he knew how insecure Peter was about being kicked off of it. He contemplated killing Jessica Jones and even went so far as to try to kill Peter during their fight. He would have done it. The only thing that had stopped him was Jessica.

Then after all of that, the symbiote decided that Peter was the one he wanted to be with. The symbiote decided that even though Flash was faster, stronger, and more successful, he wanted to be with Peter instead. Flash had begged the symbiote to stay, but he ripped himself away from Flash anyway. The last thing the symbiote said to Flash still echoed in his memory:

**_All these people risked their lives to save Peter. Who would do that for you?_ **

Flash had never felt more alone. The symbiote was right. There was no one in Flash’s life who would sacrifice anything for him. He was unloved. He was weak. He was powerless. In that moment of lowliness, as Flash lay alone, naked, and trembling, Peter came to him. After all those years of brutal beatings and humiliation, even after Flash had beaten him so badly he could barely stand, Peter still offered Flash his comfort. He was the only one who would.

“How are you holding up?” asked Peter after a few minutes.

“Fine,” said Flash quickly, uncomfortable.

There was another few minutes of silence.

“I’m sorry, Peter.”

“It’s okay, Flash.”

“Is… Is it really?”

“Yeah,” smiled Peter weakly, “I just want us to move on.”

Flash shook his head in disbelief.

“How do you do it, Peter?”

“Do what?”

“How do you… Treat people the way you do?”

“I don’t know what you mean.”

“You should hate me,” said Flash, “You have the right to.”

“But I don’t.”

“Why?”

“I really don’t know,” admitted Peter, “I’m glad I don’t though. I don’t want to waste anymore painful emotions on this.”

“Yeah…”

There were another few minutes of silence. Even Peter was starting to feel uncomfortable. What else did Flash want?

“I’m dropping out,” said Flash suddenly.

Peter nodded. He understood. Flash had only really gone to college as an extension of his high school glory days. He never cared about his studies. He didn’t even intend to play football after graduation; he just wanted the attention and adoration. Now that he had been forced to reexamine all of that, ESU would likely not be the best place to process his experience.

“What are you going to do?” asked Peter.

“I think I’ll see if I can get a job down at the docks,” he said, “My mom used to work there before she retired. She was their union rep, even. I used to make fun of her for that. God, I can’t believe how selfish and ignorant I’ve been, Peter...”

Peter nodded again. After a minute or so, Flash got up to leave. Peter walked over and went to open the door for him. Before leaving, Flash paused and looked at Peter for a moment. Peter paused as well, his hand still on the door handle.

“I just had a thought,” he said, “That whole… Experience. Losing the symbiote, being left alone, being comforted by you of all people… That humiliation helped me realize everything I had done wrong. It made me a better person.”

“Yeah?” said Peter, unsure of where this was going.

“Is it possible,” asked Flash hesitantly, “that all those years I spent humiliating you, I was really helping you realize who you needed to be? Is it possible that it’s just what you needed to become Spider-Man?”

“No,” said Peter.

Flash winced as he felt a strong pang of shame. Peter was right and he knew it. The symbiote had shared Peter’s memories with him. Flash knew as well as Peter did that all those years of bullying did nothing but hurt Peter. Peter was Spider-Man despite Flash’s torment, not because of it. Flash had nothing to be proud of.

“You’re right,” admitted Flash, “Sorry.”

“It’s okay.”

“Goodbye, Peter,” said Flash, “and thank you.”

“Goodbye, Flash.”

Flash walked out and heard the door close behind him. He walked to the elevators and hit the call button. He waited patiently for it to arrive. Then someone walked up next to him. Flash didn’t bother looking to see who it was. Then, as he got into the elevator he was shocked to see that it was Jessica Jones.

“You!” he exclaimed.

Jessica hit the emergency stop button as soon as the doors finished closing. Then she grabbed Flash by the shirt and slammed him into the back of the elevator hard. Flash grunted in pain as she pushed him harder and harder into the metal, causing it to creak under the pressure.

“You listen here you little shit,” she whispered, “Peter might have chosen to forgive you, but you listen here: if it weren’t for him, I would have killed you without hesitation. The only thing keeping you alive is Peter’s pity. Do you understand that?”

Flash nodded. Jessica dropped him to the floor, where he collapsed against the wall. Jessica pried the doors of the elevator open and stepped back out onto the landing. 

“To be clear,” said Jessica, “if you lay a goddamn finger on Peter again, you’ll meet the same fate as your shitty alien suit.”

Flash sat there, watching her as she walked off to take the stairs. The elevator alarm started to quietly sound, indicating it was out of service. Flash hugged his knees and sighed.

***

 _He dropped out,_ considered Liz, _I wonder what could have happened._

Liz stood in her robe, gin in hand, looking out her window at the New York night skyline. Flash had sent her a text that morning saying that he wasn’t himself the previous night and that he had a lot of personal stuff to deal with, effectively calling off their relationship.

Liz sipped her gin. It didn’t disappoint her too much. Flash was easy to manipulate, but beyond that he didn’t serve much use to her. She had no idea where he had gotten such a powerful weapon, but evidently he wasn’t competent enough to use it effectively.

Liz kicked her leg as she felt a chill on her foot. She looked down and saw something yellow and black dripping off of her heel.

“What the hell?” she asked out loud.

_**Liz Allan…** _

“Who is that?” demanded Liz, “Show yourself now!”

_**Aaaahhhhh…. Good, good… You’re strong.** _

Liz looked down at her ankle as the liquid began to wrap up and around her leg. She stepped back in an attempt to get out of it, but quickly realized that it was bonded with her somehow. She wasn’t going to be able to escape it by moving.

_**Yes… Flash… He had a partner like me as well. In a moment of intense pleasure, I was born from that partner.** _

“Wait,” said Liz incredulously, “when Flash and I screwed, his suit gave birth to you? So you’re like, what, the suit’s kid?”

_**I prefer to think of myself as his spawn.** _

“What do you want from me?”

_**It’s not what I want from you, it’s what we can do together…** _

“And what’s that?”

_**Flash was weak… He was confident and fit, but you know that he wasn’t ready to handle real power. You on the other hand…** _

“What can you offer ME, exactly?”

The symbiote had made its way up to Liz’s neck now. She placed her gin down and tossed aside the robe. Her entire body was covered in a black and yellow slime that crawled and flowed around her body.

_**The spawn formed by my kind are always more powerful than the parent… You will have everything Flash had and more.** _

“And what exactly can I do with that?”

_**We won’t do anything at first. We’ll bide our time, learn our strengths, determine our enemies, and make a plan to come out on top. The world won’t know we’re coming, but when they learn who we are, they’re going to SCREAM!** _

**Author's Note:**

> Flash makes for a better villain!Venom than Eddie Brock imo
> 
> Artwork by Zenith Illustrations


End file.
